Termination of Marital Relationship or Partition of Community Property Sample Clauses

Termination of Marital Relationship or Partition of Community Property. In the event a divorce, annulment or other proceeding for termination of the marital relationship is filed by or against a Member, or upon the initiation of any voluntary or involuntary attempt to partition the community property estate between a Member and such Member's spouse for any reason, the Member shall promptly give written notice to the other Members, Rosenberg, and Prime, of such xxxxx. The Member shall have, and may exercise within 60 days of giving of such notice, an option to purchase all or any portion of the departing spouse's interest in such Membership Interest (including without limitation any community property interest, for purposes of this Section), for the price and upon the other terms hereinafter provided. If the Member fails, within such 60-day period, to exercise his purchase option (by delivery of written notice) with respect to the entirety of such spouse's interest, that Member shall be deemed to have elected not to exercise his purchase option with respect to such spouse's interest. Upon any notice of non-exercise (or deemed non-exercise) by the Member, the Option Members shall then have, and may exercise within 30 days after receipt of such non-exercise (or deemed non-exercise), an option to purchase all or any portion of the departing spouse's interest, for the price and upon the other terms hereinafter provided. If the Option Members fail, within such 30-day period, to exercise their purchase option (by delivery of written notice) with respect to the entirety of such departing spouse's interest, the Option Members shall be deemed to have elected not to exercise their purchase option with respect to such unpurchased departing spouse's interest. Upon any notice of non-exercise (or deemed non-exercise) by the Option Members, Rosenberg (if not the Member wxxxx xxxxse is departing) shall have, and may exercise within 30 days of receipt of notice of such non-exercise (or deemed non-exercise), an option to purchase all or any portion of such unpurchased departing spouse's interest for the price and upon the other terms hereinafter provided. If Rosenberg fails, within such 00-xxx period, to exercise his purchase option (by delivery of written notice) with respect to the entire unpurchased departing spouse's interest, Rosenberg shall be deemed to xxxx xxxcted not to exercise his purchase option with respect to any remaining portion of the departing spouse's interest. Upon any notice of non-exercise (or deemed non-exercise) by Rosenb...
Sample 1
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Termination of Marital Relationship or Partition of Community Property. In the event a divorce, annulment or other proceeding for termination of the marital relationship is filed by or against a Shareholder, or upon the initiation of any voluntary or involuntary attempt to partition the community property estate between a Shareholder and such Shareholder's spouse for any reason, the Shareholder shall promptly give written notice to the Corporation and the other Shareholders of such event. The Shareholder shall have, and may exercise within sixty (60) days of giving of such notice, an option to purchase all or any portion of the spouse's right to or interest in such Shares (including without limitation any community property interest), for the price and upon the other terms hereinafter provided. If the Shareholder elects not to purchase all or any portion of the spouse's interest, it shall, prior to expiration of said 60-day period, notify the Corporation in writing of its election and the Corporation shall have, and may exercise within thirty (30) days of receipt of such election, an option to purchase the unpurchased spouse's interest for the price and upon the other terms hereinafter provided. If the Corporation elects not to purchase all or any portion of the spouse's interest, it shall, prior to expiration of said 30-day period, notify the other Shareholders in writing of its election and the other Shareholders shall have, and may exercise within thirty (30) days of receipt of such election, an option to purchase the unpurchased spouse's interest for the price and upon the other terms hereinafter provided.
Sample 1

Related to Termination of Marital Relationship or Partition of Community Property

  • Termination of Company Upon the completion of the liquidation of the Company and the distribution of all Company assets, the Company's affairs shall terminate and the Liquidator shall cause to be executed and filed an appropriate certificate, if required, to such effect in the proper governmental office or offices, as well as any and all other documents required to effectuate the termination of the Company.

  • Effect of Bankruptcy, Death, Incompetence or Termination of a Limited Partner The occurrence of an Event of Bankruptcy as to a Limited Partner, the death of a Limited Partner or a final adjudication that a Limited Partner is incompetent (which term shall include, but not be limited to, insanity) shall not cause the termination or dissolution of the Partnership, and the business of the Partnership shall continue if an order for relief in a bankruptcy proceeding is entered against a Limited Partner, the trustee or receiver of his estate or, if he dies, his executor, administrator or trustee, or, if he is finally adjudicated incompetent, his committee, guardian or conservator, shall have the rights of such Limited Partner for the purpose of settling or managing his estate property and such power as the bankrupt, deceased or incompetent Limited Partner possessed to assign all or any part of his Partnership Interest and to join with the assignee in satisfying conditions precedent to the admission of the assignee as a Substitute Limited Partner.

  • Termination of the Partnership The Partnership shall terminate when all assets of the Partnership, after payment or due provision for all debts, liabilities and obligations of the Partnership, shall have been distributed to the Partners in the manner provided for in this Article VIII, and the Certificate shall have been canceled in the manner required by the Act.

  • Liability; Provisions that Survive Termination If this Agreement is terminated pursuant to this Article VII, such termination shall be without liability of any party hereto to any other party hereto except as provided in Section 9.02 and for the Company’s obligations in respect of all prior Issuance Notices, and provided further that in any case the provisions of Article VI, Article VIII and Article IX shall survive termination of this Agreement without limitation.

  • Termination of Relationship If Optionee terminates Continuous Status --------------------------- as an Employee or Consultant for any reason, Optionee may exercise this Option during the Termination Period set out in the Notice of Grant, to the extent the Option was vested at the date of such termination. To the extent that Optionee was not vested in this Option at the date on which Optionee terminates Continuous Status as an Employee or Consultant, or if Optionee does not exercise this Option within the time specified herein, the Option shall terminate.

  • Termination of Membership The membership of a Member in the Company shall terminate upon the occurrence of events described in the Act, including registration and withdrawal. If for any reason the membership of a Member is terminated, the Member whose membership has terminated loses all Membership Voting Interests and shall be considered merely as Assignee of the Membership Economic Interest owned before the termination of membership, having only the rights of an unadmitted Assignee provided for in Section 9.7 hereof.

  • Termination of Partnership The Partnership shall terminate when all assets of the Partnership, after payment of or due provision for all Liabilities of the Partnership, shall have been distributed to the Partners in the manner provided for in this Agreement, and the Certificate shall have been canceled in the manner provided by the Act.

  • Continuation of the Business of the Partnership After Dissolution Upon (a) dissolution of the Partnership following an Event of Withdrawal caused by the withdrawal or removal of the General Partner as provided in Section 11.1(a)(i) or (iii) and the failure of the Partners to select a successor to such Departing General Partner pursuant to Section 11.1 or Section 11.2, then, to the maximum extent permitted by law, within 90 days thereafter, or (b) dissolution of the Partnership upon an event constituting an Event of Withdrawal as defined in Section 11.1(a)(iv), (v) or (vi), then, to the maximum extent permitted by law, within 180 days thereafter, the holders of a Unit Majority may elect to continue the business of the Partnership on the same terms and conditions set forth in this Agreement by appointing as a successor General Partner a Person approved by the holders of a Unit Majority. Unless such an election is made within the applicable time period as set forth above, the Partnership shall conduct only activities necessary to wind up its affairs. If such an election is so made, then:

  • Termination of Business Relationship If the Optionee's Business Relationship with the Company and all Related Corporations is terminated, other than by reason of death, disability or dissolution as defined in Section 5, no further installments of this option shall become exercisable, and this option shall terminate (and may no longer be exercised) after the passage of 90 days from the date the Business Relationship ceases, but in no event later than the scheduled expiration date. In such a case, the Optionee's only rights hereunder shall be those which are properly exercised before the termination of this option.

  • Termination of the Company Upon the voluntary termination of the Company upon the consent of the Members, the sale or other transfer of all or substantially all of the Company's assets or any other termination of the Company in accordance with the provisions of this Agreement, the Company shall wind up its affairs and shall then be liquidated as provided in Article 13.

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